Terms of Service

1. ACCEPTANCE OF TERMS OF SERVICE

1.1. The Talent LLC, LLC (herein referred to as The Talent LLC, we, us or our) owns and operates certain web sites, including https://thetalent.social, (the Web Sites), and platforms, including https://thetalent.lessonly.com. All use of The Talent LLC services and Platforms are subject to the terms and conditions contained in this Terms of Service Agreement, as amended from time to time (Agreement). Please read this Agreement carefully. By accessing, creating an account, browsing, or otherwise using The Talent LLC Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse, or use The Talent LLC Services.

1.2 You understand and agree that we may change this Agreement at any time without prior notice. Any changes to this Agreement will be posted on this page and will indicate the latest revision. You may read a current, effective copy of this Agreement at any time by visiting thetalent.social/terms-of-service. The Talent LLC will notify you of any changes to this Agreement either through a pop-up notice, email, or other reasonable means. We are not responsible for lost notifications. Any such changes will become effective no earlier than thirty (30) days after they are posted, with the exception to any changes made to The Talent LLC functionality, services or for any legal reasons that are effective immediately. Continuation to browse The Talent LLC websites and/or use The Talent LLC services will constitute as your agreement to any changes made to the Agreement.

1.3 Additional Terms. In addition, when using The Talent LLC, you will be subject to any additional terms applicable to our services that may be posted on The Talent LLC websites and/or services from time to time, including without limitation, The Talent LLC’s Privacy Policy located at thetalent.social/privacy-policy (the “Privacy Policy”), additional terms and conditions applicable to the Brands and Creators. All such terms and conditions are hereby incorporated by reference into this Agreement.

1.4 ARBITRATION. PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. SECTION 10 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST The Talent LLC ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (C) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED IN A COURT OF LAW.

2. INTRODUCTION

2.1 The purpose of The Talent LLC platform is to connect businesses (“Brands”) with the community (“Creators”) and enable social media marketing, user-generated content and other campaigns: create and manage relationships, arrange products/services giveaways, enable user generated content purchases and distribution on social media; subject to compliance with these Terms of Service. In these Terms of Service, Brands and Creators are collectively and individually referred to as “users” or “you” as the context requires.

2.2 Your access to and use of The Talent LLC Platform is conditional upon your agreement and acceptance of these Terms of Service. Continuation to use The Talent LLC Platform is regarded as acceptance of these Terms of Service. If you do not wish to be bound by these Terms of Service, do not use the Platform.

2.3 The Talent LLC may at any time revise these Terms of Service by updating this page. Revisions will take immediate effect and may affect your ability to use the Platform. Since you are bound by these Terms of Use each time you use The Talent LLC Platform, you should check these Terms of Service for any revisions each time you use it and wherever prompted to do so. Your use of The Talent LLC Platform following the posting of any revisions to these Terms of Service constitutes your acceptance of those revisions.

2.4 The Talent LLC reserves the right to change the Platform in any way it sees fit. Even if you have an Account, your ability to access and use The Talent LLC Platform may be terminated at any time without notice to you.

2.5 Any costs associated with using The Talent LLC Platform remain your responsibility and are dependent on the service provider used.

3. USING The Talent LLC PLATFORM

3.1 The Talent LLC Platform allows The Talent LLC to connect with the community on and purchase user-generated content:

3.1.1 Acquire Creators’ content, created specifically for the Brand;

3.1.2 Provide Creators with affiliate commissions, based on sales made through Creators’ channels.

3.2 Brand acquires the rights to any content, created by Creator on The Talent LLC platform, in accordance with a Rights License. Such content, created by Creator on The Talent LLC platform, can also be used by Brands and/or The Talent LLC for Brand’s and/or The Talent LLC’s social media, advertising and other purposes both within and outside of The Talent LLC platform.

3.3 The relevant Brand is solely responsible for:

3.3.1 approving campaign participants and content created for the Brand in a timely manner;

3.4 The Talent LLC Platform allows Creators to participate in social media marketing and/or user-generated campaigns campaigns by:

3.4.1 providing tailored social media marketing and/or user-generated content campaigns with accurate and comprehensive requirements;

3.4.2 creating user-generated content for Brands in accordance with Campaign Brief and/or other requirements, provided in advance.

3.5 The Talent LLC is solely responsible for:

3.5.1 providing accurate and comprehensive campaign, Creator and/or content requirement description (Campaign Brief);

3.5.2 approving campaign participants and content created for the Brand in a timely manner to be supplied to the Brand for final approval;

3.5.3 timely payments for executed campaign or user-generated content received.

3.6 Creator is solely responsible for:

3.6.1 providing accurate and up to date personal, contact and social media account information. This includes Bank account information via a payment service of The Talent LLC’s choosing for The Talent LLC or a company working on our behalf to be able to transfer earned compensation to Creator;

3.6.2 ensuring compliance with Campaign brief and/or other requirements, provided in advance. The Talent LLC reserves the right to decline Creators’ work until provided requirements are matched to desired standards;

3.6.3 timely delivery, in accordance with Campaign Brief and/or other requirements, provided in advance;

3.6.4 include necessary information, required by The Talent LLC Brand or the governing law when publishing on owned social media channels, if agreed by the Brand, including but not limited to ad disclaimers.

3.7. Creators agree that they will not attempt to negotiate terms or payment for the social media marketing campaign or user-generated content.

3.8. Creators agree that they will not attempt to negotiate terms or payment for the social media marketing campaign or user-generated content through agencies other than The Talent LLC, including directly with Brands.

3.9. You may not decompile, reverse engineer, disassemble, convert or authorize any third party to decompile, reverse engineer, disassemble or otherwise convert any element of The Talent LLC Platform to a human perceivable form; distribute or republish any element of The Talent LLC Platform in any way; resell, rent, lease or lend any element of The Talent LLC Platform; defeat, disable or circumvent any security feature of The Talent LLC Platform; or transfer any element of The Talent LLC Platform to any third party.

3.10 To use The Talent LLC Platform, users must be eligible to use the social media platforms (under the relevant platforms prevailing terms and conditions). By using any social media applications or features on The Talent LLC Platform, you also consent and agree to be bound by the particular terms and conditions of use of the social media platform.

3.11 You are solely responsible for your interactions with other users of The Talent LLC Platform. You agree that The Talent LLC is not responsible for the conduct of any user.

3.12 You must not engage in crawling, scraping, caching or otherwise accessing any content on The Talent LLC Platform via automated means, except with The Talent LLC’s written consent.

3.13 Nothing in these Terms of Service is intended nor does create a partnership, employment or fiduciary relationship between The Talent LLC and any user.

3.14 Subject to your compliance with these Terms of Service, you are granted a limited, non-exclusive, revocable and non-transferable license to access and use The Talent LLC Platform in the manner anticipated in these Terms of Service. Any costs associated with accessing and using The Talent LLC Platform generally remain your responsibility and are dependent on the service provider used. You are responsible for ensuring that your computer system or mobile device is compatible with The Talent LLC Platform and meets all relevant technical specifications necessary to obtain the benefit of The Talent LLC Platform.

3.15 The Talent LLC Platform may contain links to other sites not maintained by The Talent LLC (“Linked Sites”). The Talent LLC is not responsible for the content of any Linked Sites, whether or not The Talent LLC is affiliated with the Linked Sites. To the extent that these Linked Sites collect personal information or contributions from you, The Talent LLC shall bear no responsibility or liability for the manner in which such information or postings are used or exploited. The Linked Sites are for your convenience only and you agree to access them at your own risk and assume any costs associated with utilizing such sites and services beyond free trials offered.

3.16 You also acknowledge and consent to The Talent LLC Platform accessing information you may have shared with the particular social media platform and contacting you via the social media platform or via the information you have shared (for example, sending an email directly to you to the email address provided to the social media platform), in accordance with the permissions you have granted via the social media platform. You are encouraged to review the terms and conditions of use of each social media platform before engaging or interacting with the social media links, applications or features on The Talent LLC Platform. The Talent LLC Platform is in no way sponsored, endorsed or administered by, or associated with, any social media platform.

4. REGISTERING AN ACCOUNT

4.1 In order to use The Talent LLC Platform, users must register an account via the Platform in the manner required and as set out in these Terms of Service.

4.2 The Talent LLC reserves the right to refuse or cancel registration of an Account for any reason in its sole discretion.

4.3 All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid. You must be logged in to your Account in the manner required each time you wish to use The Talent LLC Platform. You may never use another’s Account without permission.

4.4 You are responsible for maintaining the strict confidentiality of your Account details and for any activity under your Account. You agree to immediately notify The Talent LLC of any unauthorized use of your Account or any other breach of security. It is your sole responsibility to control access to and use of your Account and to notify The Talent LLC when you desire to cancel your Account. The Talent LLC will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.

4.5 The Talent LLC retains the right and absolute discretion to terminate your Account and/or access to The Talent LLC Platform (or any element thereof) if it believes that you are abusing or tampering with The Talent LLC Platform (or any element thereof) in any way, that you have breached these Terms of Service, or that you have engaged in any unlawful, unethical, unsportsmanlike or other misconduct calculated to jeopardize the proper administration of The Talent LLC Platform (or any element thereof).

4.6 The use of any automated software or any other mechanical or electronic means allowing a member to create Accounts is prohibited. The Talent LLC reserves the right to suspend or terminate your Account if it believes you are engaging in such activity.

4.7 Users understand that in creating an Account they are providing their information to The Talent LLC and not to any social media platform. Users of The Talent LLC Platform are solely responsible and liable for any Content or information they transmit to other users. To the extent permitted by law, each user of The Talent LLC Platform agrees to indemnify, defend and forever hold harmless, all social media platforms and their associated agencies and companies, against any and all losses, actions, claims, costs, expenses and damages (of any nature) which may be incurred by the user in respect of their use of The Talent LLC Platform. Any questions, comments or complaints about The Talent LLC Platform must be directed to The Talent LLC and not to any media or social media platforms.

5. TERMS APPLICABLE FOR CREATORS

5.1 Creator Eligibility

5.1.1 Any person must be 18 or older to register an Account on The Talent LLC Platform.

5.1.2 In order to participate in any Campaigns and earn compensation via The Talent LLC, Creators must meet the following minimum standards:

5.1.2.1 their social media channels (including, but not limited to, Instagram, SnapChat, TikTok, and Facebook) may not contain any inappropriate, unethical, disrespectful content or content that is contrary to these Terms of Service or to the terms of use of the relevant social media platform of the Creator’s social media channels.

5.2 Further Terms for Creator Accounts

5.2.1 If you do not meet the minimum standard, you may not be able to participate in Campaign or access the full functionality of the Platform.

5.2.2. To register an Account, user must sign in to the Platform with their provided manner. In order to participate in Campaigns, Creator must consent to a page with their name and likeness being created on a social media platform of The Talent LLC’s choosing for the sole purpose of running the content provided by the Creator and approved by The Talent LLC and the Brand.

5.3 Creator Compensation

5.3.1 Creators are compensated for the content units (Content) created and delivered to Brand in a user-generated content campaign.

5.3.2 Creator must transfer all Rights to the content units to Brand and The Talent LLC, and must not post it on his/her own channels, unless specified otherwise.

5.3.3 The Talent LLC may, at its sole discretion, pay additional compensation in the form of bonuses for outstanding performance of Content provided. Terms of these bonuses may vary based on the Brand, platform, or performance of the Creator at any time upon providing written notice.

5.4 Terms for Participating in a Campaign

5.4.1 Content must adhere to the requirements contained in these Terms of Service, requirements imposed by Brands and The Talent LLC at the time of submitting the Content for approval. Content, which does not comply with this condition may be rejected until all requirements are met. Content may also be rejected by the Brand for any reason.

5.4.2 You warrant, in respect of each piece of Content created for the Campaigns, that:

5.4.2.1 you are of legal age to create, own and operate social media channels;

5.4.2.2 you own the Intellectual Property Rights in the relevant or Content and have the right, as applicable, to license the Content to The Talent LLC and the Brand in the manner set out in these Terms of Service;

5.4.2.3 the relevant Content does not violate the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity without proper authorization documentation in place;

5.4.2.4 the relevant Content does not contain any misrepresentation or suggestion that you or any entity has the approval or sponsorship of any other entity which you or it does not have;

5.4.2.5 and any and all statements in the relevant Content regarding your use and experience of the Brand or the Brand’s products or services are true and correct and representative of your opinion regardless of whether you are paid for such content or not, and fairly represent your use and experience and you will promptly notify The Talent LLC if your opinion of the Brand changes from that which you have expressed to date;

5.4.2.6 the relevant Content does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive;

5.4.2.7 the relevant Content is original and does not contain materials that have been previously broadcast, streamed, published, posted onto any social media channel, or otherwise communicated to the public by you in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party or which otherwise infringe the rights of any third party unless express permission has been provided to you to use by The Talent LLC;

5.4.2.8 if you are a member of any guild, union or industrial organization, you have not entered into any other agreement, arrangement or understanding which would or may prevent or limit you from adhering to these Terms of Service, performing your obligations or granting the rights and benefits set forth herein, or result in a conflict of interest;

5.4.2.9 the use of the Content and the exercise of the Intellectual Property Rights in the relevant Content by the Brand and The Talent LLC will not infringe any legal rights, copyright or other Intellectual Property Rights of any person or entity nor give rise to a liability to pay compensation.

5.5.1. All right, title and interest in all Intellectual Property Rights in Content created will be transferred to The Talent LLC and by extension the Brand. The Talent LLC reserves the right to also use the Content created for The Talent LLC’s own marketing and advertising purposes both on and outside The Talent LLC Platform.

5.5.2 In consideration of Payment for the or Content, the Creator agrees to grant in respect of each and every piece of Content:

5.5.2.1 the right to edit and re-format the Content into such formats or versions for use by The Talent LLC in such media as The Talent LLC requires in accordance with this clause;

5.5.2.2 a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable license to use the Content for the purpose of marketing and promoting Brand and/or The Talent LLC (and its products and services) in any manner, without further notification to or consent of the Creator or any further compensation payable to the Creator;

5.5.2.3 the right to use the Creator’s Identity and performances in the Content and to communicate the Content to the public in all languages, in all media including but not limited to: all online paid media (including but not limited to digital banners); in all online owned media (including but not limited to the website of The Talent LLC and internal communications of The Talent LLC); in all social media (including but not limited to the social media channels of The Talent LLC and The Brand); and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).

5.5.2.4 the right to organically share, comment upon and organically re-post the relevant Content in the social media channel upon which the Content was published;

5.5.3 You acknowledge and agree that the relevant Brand will not be required to remove from its social media channels any Content or any comment, share or re-post of Content.

5.5.4 You acknowledge and agree that upon payment for the Content, the Content and all Intellectual Property Rights subsisting in Content irrevocably becomes the property of Brand and/or The Talent LLC. This assignment is absolute, worldwide and for all uses and purposes including, without limitation the re-assignment of the Content to any other person or entity, licensing the Content to any other person or entity, the making of any modifications, enhancements, adaptations or versions of the Content, creating derivative works, and including any releases of the post in any medium. You must, upon request by The Talent LLC, execute all documents and perform all acts necessary to vest all intellectual property rights.

5.5.5 You acknowledge and agree that Content must not be posted to your Channels or published in any other way under any circumstances, including re-posting or commenting upon the content after it has been posted or shared by The Talent LLC or a Brand. Upon payment for the Content, Content becomes the property of The Talent LLC, pursuant to the terms set forth in this document and any accompanying documentation provided to a Creator in the course of setting up an account and via any further revisions published.

5.5.6 By submitting Content, Creators grant to The Talent LLC and its successors, licensees and assigns, to the maximum extent permitted by law, an unconditional and irrevocable waiver of all Moral Rights in the Content, and genuine consent to The Talent LLC and its successors, licensees and assigns, to use, deal, reproduce, publish, transmit, adapt, edit, change, modify or relocate the Content, whether in whole or in part, and whether alone or in combination with any other materials, including where such acts involve an infringement of any Moral Rights subsisting in the Content.

5.7 Creator Restraints

5.7.1 As a Creator, you agree that you will not:

5.7.1.1 parody, disparage, give any adverse comment or make fun of the Brand or its products of services generally in any way;

5.7.1.2 create any contextual or surrounding posts or other material on a Channel that in any way detracts from, dilutes the effect of, or undermines Content or the Brand or its products or services; and

5.7.1.3 You acknowledge that the restrictions contained in the clause above are reasonable in scope and duration having regard to the interests of the Brand and The Talent LLC and that these Terms of Service go no further than is reasonably necessary to protect the interests of the Brand and The Talent LLC.

6. The Talent LLC INTELLECTUAL PROPERTY

6.1 All The Talent LLC Materials on The Talent LLC Platform are protected by all applicable laws including copyright and trademark laws unless otherwise specifically noted and may not be used except as permitted in these Terms of Service. Nothing in these Terms of Service will be taken to constitute a transfer, assignment or grant of any ownership rights in any Intellectual Property Rights in The Talent LLC Materials to a Brand or Creator.

6.2 All right, title and interest in all Intellectual Property Rights in all of The Talent LLC brands, logos, images, buttons, codes, layout, text, content and products and services as displayed on The Talent LLC Platform (the Brand Features) are the property of The Talent LLC and will remain or be vested in The Talent LLC at all times. Your use of The Talent LLC Platform will not under any circumstances be taken to constitute a transfer, assignment or grant of any ownership rights in any of the Brand Features or The Talent LLC Platform. The Talent LLC, on a case by case basis and to the extent required, grants you a limited, non-exclusive license to use the Brand Features solely for the purpose, and to the extent necessary, to enable you to use The Talent LLC Platform.

7. CREATOR & BRAND REPRESENTATIONS AND WARRANTIES

7.1 Creators and Brands participating in The Talent LLC Platform warrant, represent and covenant that:

7.1.1 all information you provide to The Talent LLC upon registering for an Account is true, accurate and complete and not misleading;

7.1.2 any third-party social media accounts to which you link are:

7.1.2.1 your own accounts;

7.1.2.2 if the Account refers to a Brand, that you are the authorized representative of the Brand with the right to access its social media accounts and represent its interests; and

7.1.2.3 if the Account refers to an individual other than you, you are the authorized representative of that individual with the right to access his or her social media accounts and control his or her interests;

7.1.3 You have the right and authority to create an Account and agree to these Terms of Service, including, where relevant, the authority of any Brand or individual to create an Account, agree to these Terms of Service and to use The Talent LLC Platform on its or his or her behalf;

7.1.4 You are authorized to submit Content, as applicable, in the manner invited via The Talent LLC Platform;

7.1.5 Any Content you submit to The Talent LLC Platform will not contain anything that:

7.1.5.1 is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;

7.1.5.2 is copied or adapted either wholly or substantially from any other work or material unless supplied byThe Talent LLC for the express purpose of adaptation;

7.1.5.3 is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, offensive or objectionable or contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behavior or sexually suggestive imagery;

7.1.5.4 parodies, disparages or makes fun of The Talent LLC or its products of services or The Talent LLC generally in any way;

7.1.5.5 solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses (unless part of a Campaign)

7.1.5.6 promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated materials;

7.1.5.7 involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam; or

7.1.5.8 infringe the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity.

8. FTC REQUIREMENTS

8.1 FTC rules regarding testimonials in advertising do apply to The Talent LLC, thus Creators, The Talent LLC, and the Brand are all responsible for compliance with them.

8.2. To comply with the FTC rules regarding testimonials in advertising, all Brands are advised to follow the guidelines of the FTC, which can be found here. A periodic high level review of these rules will also be conducted.

8.3 FTC rules regarding testimonials in advertising apply to Creators to the extent that Creators are endorsing the Brand’s product. In practice this means that the Creators cannot make false or misleading statements as part of their endorsements and they must disclose material connections between them and the advertiser. All product reviews must reflect the Creator’s genuinely held beliefs.

9. ACKNOWLEDGEMENTS

9.1 The Brand and the Creator acknowledge that:

9.1.1 Brand may arrange to send Creator a sample product or choose to reimburse or credit Creator the cost associated with purchasing the product/service. In either case, the Product or Service trial is free for the Creator.

9.1.2 The Talent LLC will not be responsible or liable in any way for late delivery or non-arrival or any products sent from a Brand to a Creator.

9.1.4 nothing in these Terms of Service grants to the Brand any ownership rights in the Intellectual Property Rights in the Posts and or the Creator’s Identity. Ownership rights in the Intellectual Property Rights in the Content created are transferred to The Talent LLC;

9.1.5 nothing in these Terms of Service grants to the Creator any ownership rights in the Intellectual Property Rights of the Brand; and

9.1.6 nothing in these Terms of Service requires the Brand to make use of any of the rights granted to the Brand by the Creator under this Agreement.

9.2 You agree to indemnify, and must defend and hold harmless, The Talent LLC and its related bodies corporate, personnel, servants and agent, from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in any way connected with any of the following (including as a result of your direct activities on The Talent LLC Platform):

9.2.1 your Content or access to The Talent LLC Platform;

9.2.2 your breach of these Terms of Use or any of the warranties or covenants given or made by you;

9.2.3 your claim against a Brand for any reason;

9.2.4 your claim against a Creator for any reason;

9.2.5 any claim by any third party (including any other brand, creator, or influencer) arising directly or indirectly from you breach of any of the provisions of these Terms of Service;

9.2.6 any claim or allegation that your Content infringes a third party’s rights, including Intellectual Property Rights.

9.2.7 your violation of any applicable laws, rules or regulations; and

9.2.8 any misrepresentation made by you.

10. LIMITATION OF LIABILITY

10.1 In using The Talent LLC Platform, you may be exposed to Content that is harmful, obscene, misleading or inaccurate. Under no circumstances will The Talent LLC be liable in any way for any Content, including but not limited to any errors or omissions in such Content or any loss or damage of any kind incurred as a result of any use of Content posted, transmitted or otherwise made available via The Talent LLC Platform.

10.2 Any liability of The Talent LLC to a Brand in connection with these Terms of Service, regardless of the form or cause of action, shall be limited to the amount actually paid by the Brand to The Talent LLC for the services related to the Brand’s most recent Campaign. The Talent LLC shall not be liable to Creator for damages of any kind arising out of the Creator’s use of The Talent LLC Platform. Without limiting their foregoing, in no event shall The Talent LLC or any of its associated entities, successors in title, licensees or assigns be liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages, arising out of, or in connection with, The Talent LLC Platform, these Terms of Service or any Content or Campaign. The foregoing limitations apply whether the alleged liability is based on tort, contract, negligence or any other basis, even if The Talent LLC or any other party has been advised of the possibility of such damages.

11. MONITORING

11.1 The Talent LLC reserves the right to monitor The Talent LLC Platform generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, The Talent LLC may close or freeze the Account immediately. The Talent LLC retains the right and absolute discretion to suspend or terminate your Account, and/or access to The Talent LLC Platform generally without notice if The Talent LLC believes you have abused any privilege accorded to you as a participant in The Talent LLC Platform, supplied misleading information or made any misrepresentations to The Talent LLC in connection with The Talent LLC Platform, tampered with The Talent LLC Platform in any way, breached these Terms of Service, or engaged in any unlawful or other improper misconduct calculated to jeopardize the proper administration of The Talent LLC Platform. The Talent LLC retains the right to remove any Content that it considers breaches these Terms of Service. In the event of termination or suspension of your Account in accordance with these Terms of Service, you will have no further access to your Account for the duration of the suspension or at all in the event of termination. The Talent LLC’s legal rights to recover damages or other compensation from you are reserved.

12. GENERAL TERMS

12.1 If The Talent LLC Platform is not capable of running as planned for any reason beyond the reasonable control of The Talent LLC, including because of war, terrorism, state of emergency or disaster (including natural disaster), infection by computer virus, bugs, tampering, unauthorized intervention, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of The Talent LLC Platform, or if any social media platform alters its terms of service, access or permission in such a way that affects The Talent LLC Platform, The Talent LLC reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend The Talent LLC Platform.

12.2 No additional Creator or Brand originating agreement or other terms and conditions (including purchase order or insertion order terms and conditions) may be imposed on The Talent LLC unless agreed by The Talent LLC in writing and, in such case, if any terms and conditions in a Creator or Brand originating agreement or other terms and conditions are inconsistent with these Terms of Service, these Terms of Service shall prevail to the extent of any inconsistency.

12.3 If you are using The Talent LLC Platform on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Service constitute the entire agreement between you and The Talent LLC and govern your use of The Talent LLC Platform, superseding any prior agreements between you and The Talent LLC. You will not assign any rights or obligations under these Terms of Service, in whole or in part, to any third party without the prior written consent of The Talent LLC. The Talent LLC may assign its rights or obligations hereunder at its sole discretion.

12.4 If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down and amended so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms of Service without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

13. DISPUTE RESOLUTION

13.1 Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and The Talent LLC, whether relating to this Agreement (including any alleged breach thereof), The Talent LLC Services, any advertising, any aspect of the relationship between us, or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and The Talent LLC are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

13.2 YOU AND The Talent LLC AGREE THAT WE MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND The Talent LLC AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

13.3 The Talent LLC is always interested in resolving any disputes amicably and efficiently, and most user concerns regarding The Talent LLC Platform and/or The Talent LLC Services can be resolved quickly and to the user’s satisfaction by emailing customer support at hello@thetalent.social. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”).

The Notice to The Talent LLC should be sent to:

The Talent LLC, Legal Department

601 W 5th St, 11th Floor

Los Angeles, CA 90071

(“Notice Address”).

The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If The Talent LLC and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or The Talent LLC may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by The Talent LLC or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or The Talent LLC is entitled.

13.4 All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

13.5 If a court decides that any term or provision of this Arbitration Agreement other than Section 3 above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any provision in Section 3 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.

13.6 Future Changes to Arbitration Agreement. Notwithstanding any provision in this Agreement to the contrary, The Talent LLC agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of The Talent LLC Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

CONTACT AND HELP DETAILS

United States

Email: hello@thetalent.social

The Talent LLC

601 W 5th St, 11th Floor

Los Angeles, CA 90071

Email: hello@thetalent.social